Banca Farmafactoring S p A : Extraordinary and ordinary Shareholders’ Meeting called on 28th January 2021

Extraordinary and ordinary Shareholders' Meeting called

on 28th January 2021

January 2021

A Bank Like No Other®

Disclaimer

This presentation may contain written and oral "forward-looking statements", which includes all statements that do not relate solely to historical or current facts and which are therefore inherently uncertain. All forward-looking statements rely on a number or assumptions, expectations, projections and provisional data concerning future events and are subject to a number of uncertainties and other factors, many of which are outside the control of Banca Farmafactoring S.p.A. (the "Company") and its subsidiaries (collectively the Company and its subsidiaries, the "Group"). There are a variety of factors that may cause actual results and performance to be materially different from the explicit or implicit contents of any forward-looking statements and thus, such forward-looking statements are not a reliable indicator of futures performance. The Company undertakes no obligation to publicly update or revise any forward-looking statements whether as a result of new information, future events or otherwise expect as may be required by applicable law. The information and opinions contained in this Presentation are provided as at the date hereof and are subject to change without notice. Neither this Presentation nor any part of it nor the fact of its distribution may form the basis of, or be relied on or in connection with, any contract or investment decision.

The information, statements and opinions contained in this Presentation are for information purposes only and do not constitute a public offer under any applicable legislation or an offer to sell or solicitation of an offer to purchase or subscribe for securities or financial instruments or any advise or recommendation with respect to such securities or other financial instruments. None of the securities referred to herein have been, or will be, registered under the U.S. Securities Act of 1933, as amended, or the securities laws of any State or other jurisdiction of the United States or in Australia, Canada or Japan or any jurisdiction where such an offer or solicitation would be unlawful (the "Other Countries"), and there will be no public offer of any such securities in the United States. This Presentation does not constitute or form apart of any offer or solicitation to purchase or subscribe for securities in the United States or the Other Countries.

Pursuant the consolidated law on financial intermediation of 24 February 1998 (article 154-bis, paragraph 2) Carlo Zanni, in his capacity as manager responsible for the preparation of the Company's financial reports declares that the accounting information contained in this Presentation reflects the BFF Banking Group documented results, financial accounts and accounting records.

Neither the Company nor any member of the Group nor any of its or their respective representatives, directors or employees accept any liability whatsoever in connection with this Presentation or any of its contents or in relation to any loss arising from its use or from any reliance placed upon it.

1

Next corporate events

Appointment of the new Board of Directors on 25-Mar-21

No later than 20th January

28th January

10th February

17th February

No later than 23th February

Publication of qualitative and quantitative composition of BFF Board of Directors

Extraordinary and ordinary Shareholders' Meeting to approve (i) the merger by incorporation of DEPObank into BFF, and (ii) the allocation of FY 2019 net income

Board of Directors' meeting approving the separate and consolidated financial accounts as of 31st December 2020, and earnings call about the consolidated results

Board of Directors' meeting approving the Parent Company's draft and the Consolidated Annual Reports as of 31st December 2020

Publication of BFF Board members' slate

25th March Annual General Meeting with renewal of BFF Board in the agenda

2

Executive summary

Extraordinary and ordinary Shareholders' Meeting called on 28-Jan-21

DEPObank acquisition

Items on the agenda

Extraordinary session

Approval of the merger by incorporation of DEPObank S.p.A. into Banca Farmafactoring S.p.A. project, pursuant to and for the purposes of article 2501-ter of the Italian Civil Code, related resolutions: change of the company name from Banca Farmafactoring S.p.A. to BFF Bank S.p.A. and amendments to articles 1, 4 and 5 of the Articles of Association, with consequent approval of the new Articles of Association, with effect from the effective date of the merger.

Key considerations

▪	Rationale:
	- business diversification
	- higher liquidity and cheaper funding
	- higher return on capital
	- stable and constant flow of commission
	revenues, with significant synergies
▪	Bank of Italy and ECB clearance in December
	2020
▪ Integration progressed: €7.4m of transaction
	and integration costs as of 30-Sep-2020
▪	Same BFF core banking provider selected for
	the combined entity, locking in most of the
	cost synergies

Ordinary session

2019	Allocation of the net income of the fiscal year
Dividend
2019. Related resolutions.

▪ Following December 2020 BCE and BoI*

recommendations, proposed resolution to

distribute 2019 Dividend(1)

▪ Possibility of revoking the proposed resolution,

should BoI indications still pending, be in

contrast with the proposed distribution(2)

3

Notes: (1) BCE:https://www.bankingsupervision.europa.eu/press/pr/date/2020/html/ssm.pr201215~4742ea7c8a.en.html; Bank of Italy:https://www.bancaditalia.it/media/comunicati/documenti/2020-02/CS-remunerazioni-2020126.pdf.(2) Total 2019 Cash Dividend, not distributed yet and not included in the regulatory capital, is €70.9m.